Pizza Hut 2012 Annual Report Download - page 80

Download and view the complete annual report

Please find page 80 of the 2012 Pizza Hut annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 172

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172

YUM! BRANDS, INC.-2013Proxy Statement62
Proxy Statement
AUDIT COMMITTEE REPORT
What matters have members of the Audit Committee discussed with management
and the independent auditors?
As part of its oversight of the Company’s fi nancial statements, the
Committee reviews and discusses with both management and the
Company’s independent auditors all annual and quarterly fi nancial
statements prior to their issuance. During 2012, management
advised the Committee that each set of fi nancial statements reviewed
had been prepared in accordance with accounting principles
generally accepted in the U.S., and reviewed signifi cant accounting
and disclosure issues with the Committee. These reviews included
discussions with the independent auditors of matters required
to be discussed pursuant to Statement on Auditing Standards
No.61 (Communication with Audit Committees), including the
quality (not merely the acceptability) of the Company’s accounting
principles, the reasonableness of signifi cant judgments, the clarity
of disclosures in the fi nancial statements and disclosures related to
critical accounting practices. The Committee has also discussed
with KPMGLLP matters relating to its independence, including a
review of audit and non-audit fees and the written disclosures and
letter received from KPMGLLP required by applicable requirements
of the Public Company Accounting Oversight Board regarding
KPMGLLP’s communications with the Committee concerning
independence. The Committee also considered whether non-audit
services provided by the independent auditors are compatible with
the independent auditors’ independence. The Committee also
received regular updates, and written summaries as required by
the PCAOB rules (for tax and other services), on the amount of fees
and scope of audit, audit-related, tax and other services provided.
In addition, the Committee reviewed key initiatives and programs
aimed at strengthening the effectiveness of the Company’s internal
and disclosure control structure. As part of this process, the
Committee continued to monitor the scope and adequacy of the
Company’s internal auditing program, reviewing staffi ng levels
and steps taken to implement recommended improvements in
internal procedures and controls. The Committee also reviews and
discusses legal and compliance matters with management, and,
as necessary or advisable, the Company’s independent auditors.
Has the Audit Committee made a recommendation regarding the audited fi nancial
statements for fi scal 2012?
Based on the Committee’s discussions with management and
the independent auditors and the Committee’s review of the
representations of management and the report of the independent
auditors to the Board of Directors, and subject to the limitations on
the Committee’s role and responsibilities referred to above and in
the Audit Committee Charter, the Committee recommended to the
Board of Directors that it include the audited consolidated fi nancial
statements in the Company’s Annual Report on Form10-K for
the fi scal year ended December29,2012 for fi ling with the SEC.
Who prepared this report?
This report has been furnished by the members of the Audit Committee:
Thomas C. Nelson, Chair Bonnie G. Hill
Mirian M. Graddick-Weir JonathanS. Linen
J. David Grissom